Oblivious: A Loving Peace Companion
by sunshine2006578
Summary: This is the story Loving Peace from Will Stronghold's POV. I don't really like Will, but the plot bunnies breed. Thanks to TawnyC for the title!   Rated M just in case!


**This is the story Loving Peace from Will Stronghold's POV**.

_Your greatest ambitions, _

_Your social positions._

_-Ke$ha_

Will had finally done it.

He had made something he desperately wanted to happen, happen. All of his life, he couldn't wait for his powers to come in. He watched his father parade his strength around, watched his mother zoom through the air.

Mostly, he listened to his father talk about Sky High.

He talked about all the pranks and jokes he and his friends got up to, talked about the parties (when Will's mother wasn't around), talked about how all the girls swooned. Basically, when it came right down to it, Will's father had been very popular, and he made it seem like high school were the best years of his life.

Will secretly imagined what it would be like to be at the top of the food chain, but he knew that was just a pipe dream. He was too shy, too small, too inadequate to be popular.

And then he met Gwen.

She was probably the most perfect girl he'd ever laid eyes on. She was tall and skinny and had a figure to die for. She was two time Homecoming Queen winner (about to be three), and she was in pretty much every club running. She had all the right friends, and could have any guy she wanted.

Best of all, she made him feel special. When he saw her, his stomach twisted into knots and he was pretty sure he started to sweat a little. She paid attention to him, and what he had to say, and laughed at all of his (admittedly pretty lame) jokes.

His mother and father adored her and looked at him like he'd won the Pulitzer Prize.

He felt like he had.

The bullies didn't bother him, they actually listened to him, and everything was going so, so well.

Will was beginning to think that maybe his father had been right.

These days Will kept his cell phone off. He didn't want anyone calling and interrupting his already limited time with Gwen. She was supposed to be coming over tonight, and he wanted to appear as calm and cool and collected as possible about the whole thing.

When he finally turned it back on, he had seventeen missed calls from Layla.

Guilt stabbed at him, and he answered on the eighteenth. She wanted to meet tonight at the Paper Lantern.

Ugh.

Will hated Chinese food.

Still, he agreed, because Layla was his best friend, and he _had_ been missing her. (His conscience reminded him he hadn't even been thinking of her as much recently, and he felt more guilt before he shoved it away and replaced it with excitement over Gwen instead).

* * *

><p>Gwen was staying for dinner.<p>

Will briefly thought of Layla, but he knew how wonderful she was, and how forgiving. She would understand. Having Gwen like him meant everything to him.

This was only the briefest of thoughts before he sat down at the table with the girl of his dreams. He barely registered that Layla was waiting on him at all.

* * *

><p>Will Stronghold was officially on top of the world.<p>

He was going to Homecoming with _Gwen Grayson_. She could have chosen anyone else in the entire school, and she had chosen him, a freshman.

He felt almost lightheaded, walking to the bus stop.

In the very back of his mind, he noticed how pretty Layla looked today. She rarely wore short, tight skirts like that, and the way her shirt hung off her shoulders made her look so _fine_.

But of course, he was only noticing this because she was like his sister. Guys complimented their sisters on how well they looked all the time. (Right?)

"Layla!" He called. She turned. "You'll never guess what happened to me last night!"

Will grinned, and for some reason, he thought he saw her face fall. She took a fortune cookie out of her pocket and handed it to him.

"Thanks, I love these," he said, accepting it. Fortune cookies were the only thing he liked about the Paper Lantern. "_Your loyalties are clear when it comes to friends._"

Layla rose her eyebrows at him as he chewed, still not saying a word.

Oh. Will understood now. She was pissed about him blowing her off.

He hadn't even thought about that.

Still, he felt awful, underneath his enthusiasm about Gwen. "Oh God. Oh, geez, Layla, I'm sorry. I got so caught up with Gwen-"

Layla turned angry in an instant, cutting him off. "_Gwen_? You blew me off for _Gwen_? You've known her for a few weeks, whereas you've known me for your whole life. I am your _best friend_, Will, and you've been completely ignoring me for awhile now."

He had never seen her so upset in his entire life. "I'm sorry, Layla, but she came over and my parents invited her to stay for dinner, what was I supposed to do?"

"Gee, I dunno, how about mention you already had plans?"

"You know I like Gwen! This was one plan, Layla. I'm really sorry about it, but come on! I'm going with her to Homecoming! Can you believe it? Me, a freshman, going with Gwen Grayson." Surely once he told her his excellent news, she would understand.

Instead, she glared at him, something Will was sure she had never done. "Seriously?"

Will gaped at her in silence, trying desperately to put the pieces together in his head. Why was she so upset?

Ah. Here was the answer. "Is that what this is about? You're jealous that I have a date and you don't?"

Girls did tend to get worked up about these things.

"As a matter of fact, I do have a date."

Well there went that theory. "Oh. Who?"

The bus pulled up.

"Warren Peace." Layla said.

And just like that, Will Stronghold's whole world began to fall apart.

* * *

><p>"<em><strong>Warren Peace<strong>_?" The name was an obscenity in Will's book. "Layla, you can't be serious. He's fricking crazy! Not to mention my arch enemy. He hates me. What in the world are you thinking? You can't be thinking at all, not if you're going with him. When did you even start talking to him? No. I refuse to accept this. You're doing this to get back at me, but can't you see that-"

Layla slammed her locker shut, and Will almost jumped. "Will, _SHUT UP_."

Will could feel everyone's eyes on them now, and he tried not to let his face heat up.

What was Layla's damn problem? PMS or something?

"I don't care what you think, I don't care who you're taking to, and I don't care for your incessant whining. What I do is no longer your concern."

How could she say that? How could she ever in a million years tell him that?

Warren Peace went by just then, smirking and staring at Layla in satisfaction, and Will felt anger burn in his veins.

Warren had moved in on _his_ Layla, _his_ best friend, and turned her against him. This was all his fault. As a matter of fact, this was all probably some devious plan to get back at him, and poor Layla would get hurt in the fall out.

She stormed away from him, and Will was left with the strange feeling of loss.

* * *

><p>"So Will, sweetie, I really think you should get a tie to match my dress, okay?" Gwen was saying as their entourage exited the lunch line.<p>

Will smiled adoringly at her. She was so amazing. "Of course. What color?"

"I'll text you a pic tonight." She promised, bending slightly to kiss his cheek.

Will's face seemed to burn where her lips had touched in the most delicious of ways.

Across the cafeteria, Layla sat down across from Warren, and Will's blood began to boil again. One by one, all of his other friends did too, and he felt his stomach sink.

Oh no. Not Zach too. Not Magenta, not Ethan.

Was he losing all of them?

He knew they were only following Layla. She was the leader of their little group, the glue that held them all together.

The way to fix this was to get Layla away from Warren.

On the way to his table, he said, "Hang on a second Gwen. Layla, can I talk to you."

His (probably former) friends were staring at him in shock, and he knew he'd have to grovel about this to Gwen later.

Saving Layla was worth it though.

Gwen let go of him, and he gently pulled Layla up by her arm. She shrugged him off, and he tried not to analyze how badly that stung.

She followed him into the deserted hallway. "What?"

How to word this? "Look. I don't know what's wrong with you lately, but I want it to stop." Way to be smooth, Stronghold.

"I'm not acting any differently." Layla said nonchalantly.

"Warren's probably having some kind of effect on you, I told you to stay away from him-"

And again, Layla cut him off. "Warren is a great guy! If you actually took five seconds to talk to him, you might realize that."

Will groaned and turned away, running a hand through his hair. It had been a cool-guy move the Pennys had taught him. He'd practiced it in the mirror a hundred times.

He turned back and took three steps towards Layla, wincing when she visibly held back a flinch.

They might as well have been strangers.

Will turned to pleading. "Layla, I'm begging you. Break it off."

Layla narrowed her eyes. "No."

"Break it off."

"No!"

Okay, now he was pissed.

"I said _dump him!_" His voice raised and he grabbed her arm on instinct, his subconscious perhaps planning to shake some sense into her.

"_**Oooowwwwwwwwwwww!**_" Layla wailed and dropped to the ground, her legs folding under her to catch her fall.

Two seconds too late, Will realized what he had done, and was filled with complete horror.

Two seconds after that, and a flash of black slammed into him, and he felt incredible heat, and then the world was flashing before him as he was hurled into a wall.

He hit it hard, felt it crack under him and dent, then hit the floor.

His sleeve and part of his pant leg was on fire, but he didn't care. He was too focused on staring at Layla, her head bent, red hair hiding her face, her shoulders slumped.

"Touch her again, and I'll run a stake through you like the goddam marshmallow you are, then roast your puny ass." Warren snarled at him.

Will couldn't help but think that he would deserve it.

He didn't say anything, couldn't even bring himself to choke out the word _sorry_. He put out all the flames and ran back into the cafeteria.

Gwen was already sitting down.

She smiled in a sickly sweet sort of way. "How'd it go?"

Will didn't answer, just sat down dejectedly.

Gwen fingered the singes on his jeans. "Told you so. Face it, you're better off."

Will wasn't sure if the tingles on his skin from where she was touching were the good kind or not.

Still, he managed a smile for her.

* * *

><p>"Mmm. That's it. Now move your hand a little lower."<p>

Gwen was a very good tutor.

He had been out with her and the entourage every night so far, and he never got tired of it. First it was the movies, then the bowling alley, then the Pennys' house.

The Pennys lived in one of the biggest houses he'd ever seen. They had a huge basement with plush carpet and couches and every game system imaginable.

Lash and Speed had broke into the liquor cabinet instantly. Will's stomach had curled into nervous knots at the sight, but he kept his mouth shut. He wanted to be in the cool crowd? He was kidding himself if he thought this wouldn't be part of the deal.

Besides, it had been kind of funny, watching Lash drunkenly extend his arms and legs and back and once, even his neck.

The Pennys had turned on a huge stereo and started dancing, sometimes incorporating cheer moves to include in the next routine. They didn't seem concerned at all with the other boys' drinking.

And Gwen had curled up on one of the couches with Will, her legs wrapping around his. He had almost died of heart failure when he felt her warm center pressed against his thigh, her hips rocking gently against his when he kissed her.

Now they were in the ice cream parlor, the only one in town. Gwen giggled and grabbed his hand, pulling him into the corner where the bathrooms were. They were hidden from everyone else by the oddly shaped corners.

Gwen had apparently taken it upon herself to teach Will the art of touch, and he wasn't complaining one bit.

He obediently moved his hand to the curve of Gwen's backside, and was rewarded with her smiling against his mouth.

He rubbed his tongue between her lips like she had taught him, and she willingly opened her mouth wider to let him in.

Will was officially in heaven.

Penny- or one of her duplicates- popped her head around the corner, smirking when she saw their intimate embrace. "We're leaving now."

Gwen broke away and smiled brightly. "Okay."

Penny disappeared.

Gwen turned back to Will, smiling conspiratorially. "We'll pick this up later?"

Will nodded eagerly, and laced his fingers with hers.

They all exited the ice cream place, and when they did, a very big, very noisy motorcycle roared down the street.

Driving it was Warren Peace.

On the back, clutching him tightly and grinning so broadly you could see it past her helmet, was Layla.

Will was pretty sure his jaw hit the ground.

* * *

><p>"…Oh. You mean the sidekicks."<p>

Will was getting pretty tired of this response when it came to Gwen.

"You know, I think I'm just gonna call Zach and Layla, tell them to come over." Will moved to get to the phone, and Gwen followed.

She snatched the phone out of his hand, and smiled. "Will, you are _such_ a nice guy. But honestly, do you think they'd have fun? Don't you think they'd feel a little awkward with _this_ crowd?"

"No… I think they'd be okay." Will shrugged sheepishly.

Gwen had a way of making him feel wonderful and childish at the same time.

"Trust me," she said, putting a gentle hand on his shoulder. "They'd be miserable."

Just then, the door flew open, revealing Speed. His eyes went wide. "Whoa! Sorry… Just looking for a bucket!"

Will blinked. He _so_ did not want to know what that was about.

Gwen sighed. "I wish there was some place we could go to be _alone_."

_Then why did you invite so many people over?_ Will wondered. _It's not like you're getting any work done on that fog machine anyway._

He wrote it off as a popular person thing, and shrugged. "Well… maybe there is one place."

A few moments later, and he and Gwen were sliding down the poles and into the Secret Sanctum.

"Wow." Gwen commented, looking around. "This place is amazing!"

"Yeah, well, I guess when you spend your whole life kicking ass and taking names, you collect a lot of memories." Will shrugged, trying to appear blasé about the whole thing.

Gwen smirked at him, sitting down on the pool table. "Maybe we should make a few of our own."

Will smiled and leaned in, groaning when he felt his lips against hers.

He barely even noticed the flutter of high-speed wind go by.

* * *

><p>"Hey Will, would you please go get me a beer?" Gwen asked when they resurfaced from the Secret Sanctum, clothes slightly rumpled and hair a mess.<p>

Will, still in a hazy state of bliss, smiled. "Anything for you."

Gwen batted her eyelashes a few times and Will trotted off towards the kitchen.

It took him awhile to maneuver around everyone else, and everyone seemed to want to talk to him, especially other guys. He _had_ disappeared downstairs with _Gwen Grayson_ after all.

When he finally fought his way back through the crowd, he saw Layla and Warren standing by the door.

He hated the fact that she had brought _him_ along, but was still happy to see her. He felt awful about how they had left things. "Layla!"

Instead of a forgiving smile, like he was expecting, she glared. "Fuck off."

Will had never heard Layla cuss before.

What had Warren done to her? "But, but, I mean…"

"Save it," Warren growled, one of his hands beginning to ignite.

The other, Will noticed, was firmly clasped with Layla's.

Something like jealousy began to eat it's way up Will's spine. (But that was ridiculous. He was head over heels for Gwen).

Anger ignited in him. She had been treating him like crap for weeks now. "When did you become such a, a," could he really call her that? Yeah, sure, "a _bitch_ Layla? You used to care."

Popular pride washed through him. He had finally stood up for himself.

Then Layla turned away, and he knew he'd made her cry, and he'd never felt worse about himself in his entire life.

"Have fun with Gwen, Stronghold," Warren stormed, throwing the ball of flames in his hand and missing Will's head by an inch on purpose. "You two are perfect for each other; you never did deserve a second of Layla's time."

The door slammed behind the pair, and Will immediately knew the cause of this: Gwen.

He stomped down the stairs and found her giggling with two of the Pennys. "What the hell did you say to Layla?"

Gwen blinked innocently. "Nothing. I mean, I just told her the truth. That she was a little sidekick bitch that needed to back off. She's holding you _back_, Will."

"What? Why would you… I mean, I can't even…" Will stuttered unable to find the words he was looking for.

His father had never mentioned this part of being in the "in-crowd".

"Come on, baby, let's go back down to the Sanctum. I'll teach you something new…" Gwen pressed in close to him, whispered seductively in his ear, flicked her tongue against the shell of it.

Will's resolve wavered, and then he thought of Layla, of all he'd put her through, and all his new "friends" had put her through. She deserved so much better than this.

"No." Will said firmly, stepping back.

Gwen rose her eyebrows in disbelief. "No?"

"No." Will repeated. "I'm not going anywhere with you. Not now, not to Homecoming. No where, ever again."

Her nose wrinkled and a little crease formed between her eyebrows. "You're _dumping_ me? The night before the dance?"

Will nodded wordlessly.

"Stupid little freshman brat. I cannot believe I wasted my time on you! Come on, girls." Gwen shrieked and the Pennys followed obediently, making sure to flip Will off multiple times and give him dirty looks.

Will Stronghold was officially fed up. "Alright, everyone out! Party's over!"

"Well don't stop on our account." His father boomed from behind him.

The music stopped immediately and everyone froze.

"Your father and I fly to Europe for _two hours_ and you throw a party?" His mother asked incredulously.

Will knew why she was so disbelieving. Before he met Gwen, he never in a million years would have done this.

"When I reach the count of three, I want everyone _OUT OF THIS HOUSE. _One…" The Commander roared.

Everyone shrieked and started running for exits. Gwen, the Pennys, Speed, and Lash were the first few out.

"Two…Three!"

Will just stood there, waiting. He deserved whatever punishment his parents dished out, and he knew it.

"Son, I am only going to ask you this once." His father said, frowning at him.

"Dad, I swear, I didn't plan this." Will grumbled morosely.

All he wanted to do was go to bed and forget any of this ever happened.

And also grovel on his knees to Layla and Zach and the others.

His father stared at him a moment, debating, then nodded, satisfied. "Alright, that's good enough for me."

Will's mother looked absolutely pissed. "Steve! I have got half a mind not to let him go to Homecoming!"

"That's fine," Will sighed, relieved. _Best punishment ever._ "I'm not going anyway."

"Whoa, whoa!" His father protested. "Your mother said she had _half_ a mind. Will, you have to go to the Homecoming dance! We _all_ have to, because we're introducing the world to The Stronghold Three. The greatest family of superheroes mankind has ever known!"

His parents struck their hero poses, and Will had to bite the inside of his jaw hard to keep from rolling his eyes.

He just stared at them.

His mother switched from Jetstream-I'm-so-awesome-mode to Josie-the-concerned-mother-mode in about half a second. "Will, sweetie, did something happen when we were gone?"

"I don't wanna talk about it." And he didn't. His life had gone to hell in about the span of two months.

It struck him suddenly that Layla's fifteenth birthday had passed and he hadn't even called her. It had been at the beginning of September, and it was now almost October.

What had he done?

"You know, Layla was outside, with Barron Battle's boy, and they were _hugging_, I mean, really just all over each other, and she was practically sobbing her eyes out, poor girl-" Will's father shut up only when Josie slapped him on the arm.

"Good night," Will finally said, and stomped up the stairs to his room.

He didn't bother to call Layla. He knew she wouldn't pick up, and he really couldn't blame her.

* * *

><p>Will sat on the edge of the pool table, trying not to think about Gwen sitting there about twenty four hours before, and tossed his hacky sack around a bit.<p>

"We're taking off now, son. There's still time to come with us…" his mom offered.

Will shook his head. "Nah…. Mom, have you ever messed something up so bad, you feel like you'll never be able to fix it?"

If ever there were a time to seek motherly wisdom, it was now.

His mother tilted her head to the side and brushed hair out of his face. "People make mistakes Will. The key is to learn from them."

Will shrugged. "I hope my friends see it that way." If he could even still call them friends.

"If someone is a true friend, you'd be surprised at how understanding they can be."

"Thanks."

"Do me a favor? Put this away from me. I caught your father trying to sneak it out. He's convinced everyone at Homecoming wants to reminisce with him." His mother handed them their old yearbook.

Will took it and nodded.

"Love ya!" She said as she walked away.

"Have fun," Will called after her.

He casually opened it and flipped through it.

He paused when he got to Sue Tenny.

_She looked just like…_

No. It couldn't be.

But it was.

And the Pacifier was missing too.

"Oh no. No!" Will groaned out loud.

He had to get to Sky High.

* * *

><p>"Thanks for the lift Ron. Now remember, if I'm not out in thirty minutes-"<p>

"Come in after ya. Got it!"

"…I was gonna say go get help."

"Go get help! Got it!"

Will didn't wait for him to open the doors. He just crashed right through them, running as fast as he could into the school.

He ran through the halls, looking desperately for any sign of any people; then a glowing green light caught his eye coming from one of the vents. _Zach_.

He tore the vent off with ease, and Zach stuck his head out, smiled. "Sup, kid?"

One by one, his friends called out. Layla was dressed in something Will would never have imagined, and he was hit suddenly with how gorgeous she really was, and how lucky he was to have her in his life.

He really wanted to kiss her.

He remembered all the times she avoided telling him who she was crushing on, remembered all the times she had turned guys down for no reason at all.

Could it be she wanted him too?

She froze when she saw him though, and frowned. Oh yeah. She was hurt.

He couldn't believe he'd called her a bitch. Layla was anything but.

Warren was beside her in an instant, throwing a protective arm around her and glowering at Will.

For once, Will didn't mind. At least _someone_ had been looking out for his best friend when he'd been off in Popular World.

Ethan fell out of the vent, and Will resisted the urge to smile. "Hey, Will."

Right. Time to get down to business.

"You guys are never going to believe this! Gwen-"

"Is Royal Pain's daughter?" Layla asked flatly.

"Yeah! And she-"

"Stole the Pacifier?" Zach chimed in.

"Right, yeah, and she's turned everyone into babies, including your parents, dude." Ethan sighed.

Fear, deep and instinctual, ran through Will. Things like that just weren't _natural_. "Okay, _that_ I didn't know."

"I think this is more than anyone can handle." Layla groaned and turned, burrowing into Warren's arms.

He held her close, and Will could see Layla visibly relax.

Pain lanced through him. Layla was supposed to be snuggled into _his_ chest when she was upset.

"No, you guys, we can do this!" Will protested.

There had to be a way…

"Who, you and Warren? The rest of us are only _sidekicks_." Magenta hissed.

He totally had that one coming.

Will sighed heavily. He'd fucked up royally- no pun intended. "Just because someone has _powers _doesn't make them a hero. Sometimes it just makes them a jerk. It makes _me_ a jerk."

Layla stiffened and turned around. Warren seemed reluctant to let her go.

Will pleaded with her mentally, willing her to understand, to forgive, to be his happy Layla again. "Layla, I'm so sorry. I never meant anything that's happened these last few weeks."

When Layla said nothing, Will decided to take a leap of faith. "And in case my Homecoming date ends up killing me tonight, I just want you to know-"

Layla fucking cut him off yet _again_. When would she stop doing that? "_No _Will. No."

She stepped backwards, and Warren looked down at her in shock.

Wait, hadn't he been the one corrupting her?

"W-what?"

"I said no. I… I'm in love with Warren, okay?"

Hell no this was _not_ okay.

"Please tell me you're joking," Will said weakly.

Layla turned her head up towards Warren. "No. I'm not joking."

"I love you too," Warren said, and Will was pretty sure he would projectile vomit if their lips actually met like Layla clearly intended them to.

"Isn't that sweet? I _hate_ sweet," Penny snapped from behind them.

Will whirled around, glaring. "You guys are involved in this too? Why am I not surprised?"

"Go take care of Gwen," Warren said darkly. "We'll handle these bitches."

Will looked at Layla in despair, then ran off through the walls of Sky High. He didn't have time for corridors.

* * *

><p>He could hear Royal PainGwen taunting his baby father. Her voice seemed to echo through the halls, and he followed it all the way to the front of the school.

A portable conveyer belt was transferring all the babies from the hall to a bus outside. A weird little elf dude was helping it along, strapping all the infants in.

"My only regret? This could be the finest super-villain speech ever given, and you don't even know what I'm saying." Gwen taunted.

(Her outfit definitely wasn't maroon.)

"But I do." Will spoke up.

Gwen turned, smirking at him.

"Look, I'm sorry that my parents destroyed your mom," (Jesus, how many people did he go to school with that were the offspring of his parents' arch enemies?), "now put my dad _down_."

"No one can destroy Royal Pain," Gwen stated. "When the Pacifier exploded, I wasn't killed; merely turned into a baby. Stitches took me away and raised me as his daughter-"

"Daddy's little girl!" Cackled the creepy elf thing beside Royal Pain.

Instantly, Royal Pain was furious. "I _told you never to call me that!_"

Stitches winced and stepped back.

Damn. What a dysfunctional little family unit _that_ was.

Royal Pain took a deep breath and pasted on a boastful smile, turning back to Will. "That's right. Royal Pain wasn't my mother. Royal Pain _is me_."

Like Will hadn't figured that out. "Oh my God. I made out with an old lady."

Granted, it _had_ gone a bit farther than making out.

This was worse than Layla and Warren.

Royal Pain handed the baby Steve off to Stitches, then launched at Will, some kind of helmet forming over her head.

Will barely had time to grunt before he was airborne and flying backwards, through one of the large windows.

They went through several walls and he could feel glass and plaster cutting into him before he and Royal Pain finally crashed to the gym floor, electricity crackling all around them.

Will got to his feet a split second after Royal Pain did, and tackled her. They went rolling, but once again, Royal Pain was back on her feet.

She swung a robotic arm at Will, and he grabbed it and spun her around. (She felt so light she could've been made out of Styrofoam).

His parents had taught him never to lay a finger on girls, but he figured this time he could make an exception.

She went hurtling through the air and crashed onto one of the tables. Will rushed at her and grabbed her by the ankle, swinging her up and over and crashing onto another, then back again. He swung her once more before letting go, and she crashed into the balloons, near the window.

He ran at her, and she grabbed him, tossed her into one of her electric signs in a blaze of sparks.

Oh yeah. That would leave a mark.

She tossed him again, and he skidded. She powered up those damn boots of hers and soared over to him.

On instinct, Will raised his feet and kicked her hard, straight up.

To his complete amazement, her head went straight through the large disco ball.

Oh wow. There was no way that had just happened.

She didn't give him time to congratulate himself on his super-awesome-ninja move, though. She punched right through it and dropped to the ground.

Will quickly rolled over and pinned her down, raised his fist to hit her-

"Will!"

Layla.

His mind raised at a million miles per second. Was someone hurt? Was _Layla_ hurt? Did they need help elsewhere? Had that damn elf drove off with his baby parents, and everyone else?

That one millisecond that it took him to look up at his best friend was all it took. Royal Pain repowered and punched him so hard he felt his jaw crack, and he was super strong. He felt his body go spinning through the air and he crashed through yet _another _window.

He felt the clouds all around him and the sickening sensation of free-fall. He heard Layla scream something, and then he screamed himself because there was nothing else he really _could _do.

He was gonna die, he was gonna die, no no no no no-

And just like that, it stopped.

He quit falling, and just hovered.

_No fucking way_.

He could fly, too?

Feeling kind of stupid, and half not willing to believe it, he raised his arms like he'd seen his mother do so many times.

"_Sometimes, they get both. And sometimes, they get none. Or just one."_ That was something along the lines of what Nurse Spex had said, right?

Will rose back towards Sky High, and glided right up to the window he'd went through a few seconds ago.

Warren was holding Layla back, and Royal Pain turned around.

"Surprised?" He called. "Yeah, so am I."

"You're flying?" Royal Pain gasped, her creepy robotic voice giving Will goose bumps. (Or maybe that was the cloud condensation). "That's impossible!"

Will didn't bother answering, just surged forward. He grabbed Royal Pain and carried her up, up, up, then dropped her and hit her as hard as she'd hit him.

Her helmet went flying off and she laid motionless.

For a beat everything was still, and then Will's legs seemed to move of their own accord and he was stumbling towards Layla, intent on grabbing her up in his arms and apologizing and maybe kissing her if Warren was too shell-shocked to kick his ass. He grabbed her in a bone crushing hug, and to his great surprise Warren actually clapped him on the back while trying to draw Layla away.

Then the floor dropped out from under them.

Will heard Layla shriek, and instead of clutching at Will, she grabbed at Warren. "The school is falling!"

"Oh God, if we make it out of this I'm gonna kill Magenta." Warren groaned, wrapping his arms unsteadily around Layla.

Will propelled himself out the window, trying not to focus too hard on the screams of his friends.

He flew underneath the school, braced his sweaty, sore palms against it.

He could stop this.

He would stop this.

He _had to stop this._

The school seemed to fall forever, and Will's feet touched against the roof of a house and he was pretty much convinced that this was it, it was all over, they were all dead, when suddenly the school became weightless.

He squinted his eyes open, unaware they had even been shut.

Slowly, he became aware of a couple screaming on the sidewalk below him and even though his whole body was trembling in fear and exhaustion and exertion, he tried his best to remain calm for their sake. "Whew. That could've been messy."

And he rose back up with the school.

When it was firmly back in place, he flew to the front to see that both school busses were still there. Ron Wilson waved him over.

"Uh, I could use your help unloading them if you wouldn't mind. Some scare there, huh?" He was clearly shaken, but Will was proud of him for keeping it together.

Will flew back around into the gym and saw his friends gathered there. Magenta had been crying and Royal Pain was still on the floor.

They put her and her posse into the detention room, then helped Ron Wilson unload everyone.

Will decided that if Homecoming were this exciting every year, he would bring padding from now on.

* * *

><p>They ended up crashing at Layla's.<p>

Will hadn't been here to spend the night since he was about twelve, and it was good to be back. Everyone slept on the floor in one big nest, with Will wedged between Zach and Ethan. Layla had given him small smiles and seemed to forgive him, but he knew he'd have to work hard to earn her true friendship back.

He was willing to do whatever it would take.

He decided maybe Warren wasn't so bad after all.

Will couldn't believe he'd been so oblivious; about Gwen/Royal Pain using him, about Layla's true feelings, about what being popular truly meant.

At least he'd finally done it.

He was finally back where he belonged.

**Sigh. I never liked Will, but a few of these scenes wouldn't stop bugging me, so there you have it. Warren's POV of Loving Peace is up next! That'll be a lot more fun. ;)**

**Review?**


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